|By Marketwired .||
|July 19, 2013 07:28 PM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 07/19/13 -- Atikwa Resources Inc. (TSX VENTURE:ATK) ("Atikwa" or the "Company") is pleased to announce that it has entered into a letter of intent with Hansar Energy Corp. ("Hansar") for an amalgamation and reorganization (the "Reorganization"). Pursuant to the terms of the proposed Reorganization, Atikwa will indirectly acquire all of the issued and outstanding common shares of Hansar under an amalgamation agreement entered into by Atikwa, a wholly-owned subsidiary of Atikwa and Hansar. As part of the proposed Reorganization, the Board of Directors of Atikwa will be reconstituted with nominees proposed by Hansar, who will then reconstitute the management team of Atikwa.
The Reorganization is contingent on a number of conditions including the approval of the TSX Venture Exchange and Atikwa shareholders. Approval of the Reorganization is expected to be placed before shareholders at the Company's annual general and special meeting which has been scheduled for August 30, 2013.
The Company has determined the Reorganization meets the criteria of a fundamental acquisition, however this determination remains subject to the review of the TSX Venture Exchange which may determine the Reorganization fits the criteria of a Reverse Take-Over.
A majority of the Hansar shareholders have already entered into support agreements with regard to the Amalgamation.
Hansar is a private oil & gas exploration and production company, with a primary focus on the Three Forks Bakken zones in Manitoba in addition to some lower risk Viking prospects in Alberta. The Hansar team brings to the Company a wealth of geological, operational and financial strength with a strong history of success in Alberta, Saskatchewan and Manitoba.
Specifically, with regard to Manitoba, two of the key players of the Hansar team, one of which was a founder, were instrumental in the successful start up and operation of an oil company that built a significant portfolio of Manitoba light oil assets and then was sold for approximately $100,000,000 in 2012. This experience and the team's industry relations in the area will be instrumental in the exploitation and expansion of Atikwa's portfolio of light oil assets in Manitoba.
As part of the Reorganization, the Company plans to work with its industry and financial partners to restructure the Company so that it is in a better position to raise additional capital to allow the new company to focus on aggressively drilling and building its production of light oil assets and cash flow.
The current management of Atikwa remains committed to completing the Reorganization and is confident it is taking the right steps to further strengthen the Company's balance sheet, which will allow the Company to unlock the significant potential future value of its assets. With the addition of the Hansar team and its portfolio of assets and financial relationships, Atikwa is very excited about the reorganized company's future opportunities. Atikwa believes that this stronger expanded entity will be well positioned to further develop its existing assets and to expand through acquisitions of undercapitalized companies owning complementary assets.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements relating to the Company's plans and other aspects of the Company's anticipated future operations, strategies, financial and operating results and business opportunities. Factors such as regulatory approvals and other related and external factors may affect the forward-looking statements made in this news release. Forward-looking statements typically use words such as "anticipate", "believe", "project", "expect", "plan", "intent" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future, or consists of statements regarding estimates of future production, operating costs or other expectations, beliefs, plans, objectives, assumptions or statements about future events or performance. Statements regarding reserves are also forward-looking statements, as they reflect estimates as to the expectation that the deposits can be economically exploited in the future. Although the Company believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements and you should not unduly rely on forward-looking statements. The forward-looking statements contained in this news release are made as the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. The term barrels of oil equivalent ("boe") may be misleading, particularly if used in isolation. A conversion ratio for gas of 6 mcf: 1 boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
Atikwa Resources Inc.
President and CEO